NOTICE of ANNUAL GENERAL MEETING ROYAL DUTCH SHELL PLC Circustheater, Circusstraat 4, 2586 CW the Hague, the Netherlands Tuesday May 19, 2015 at 10:00 (Dutch Time)

SEE INSIDE FOR NEWS OF SHAREHOLDER PRESENTATION IN LONDON

NOTICE OF ANNUAL GENERAL MEETING ROYAL DUTCH SHELL PLC Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands Tuesday May 19, 2015 at 10:00 (Dutch time)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about what action to take, you should seek your own personal advice immediately from a financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are not, from another appropriately authorised financial adviser. If you have sold or transferred all your shares in Royal Dutch Shell plc (the “Company”), please give this letter and the accompanying documents to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

109934_01_Front_Cover - inside_front.indd 1 26-03-15 15:30 03 10 CONTENTS CHAIRMAN’S LETTER SHAREHOLDER RESOLUTION – SUPPORTING STATEMENT 04 NOTICE OF ANNUAL 11 GENERAL MEETING SHAREHOLDER NOTES

06 14 DIRECTORS’ BIOGRAPHIES ATTENDANCE ARRANGEMENTS 08 EXPLANATORY NOTES 15 ON RESOLUTIONS SHAREHOLDER PRESENTATION, LONDON

AVAILABILITY OF DOCUMENTS The Company’s Annual Report and Form 20-F for the year ended December 31, 2014, and the Strategic Report 2014 can be found at www.shell.com/annualreport. The 2015 Notice of Annual General Meeting can be found at www.shell.com/agm.

If you would like to obtain, free of charge, a paper copy of any of these documents, please contact one of the following:

United Kingdom USA +44 (0)121 415 7073 +1 888 301 0504

E-COMMUNICATION If you are a registered shareholder and hold your shares in your own name, or you hold your shares in the Royal Dutch Shell Corporate Nominee, you can choose to view shareholder communications (for example, the Company’s Annual Report or Strategic Report) by means of our website instead of receiving paper communications. If you opt for website communications and provide us with your email address by registering online at www.shareview.co.uk/clients/shell, you will be sent a notification by email whenever such shareholder communications are added to our website, or in the absence of an email address you will be sent a notification by post. If you choose to view shareholder communications by means of our website, you may change your mind at any time or obtain, free of charge, a copy of the communication in paper form, by contacting our SPECIFICATIONS Registrar at the address below. The paper used for this document is Satimat Green, an FSC®-certified paper, Equiniti produced from 60% FSC-certified Aspect House recycled fibre and 40% FSC-certified Spencer Road virgin fibre. All virgin fibres are ECF Lancing bleached, without using chlorine gas. West Sussex The inks used are vegetable oil based. BN99 6DA United Kingdom

0800 169 1679 (UK) +44 (0)121 415 7073

ROYAL DUTCH SHELL PLC Registered in England and Wales, Headquarters: Carel van Bylandtlaan 30, Company number 4366849 2596 HR The Hague, The Netherlands

Designed by Conran Design Group Registered office: Shell Centre, London, Registered with the Dutch Trade Register Printed by Tuijtel under ISO 14001 SE1 7NA, United Kingdom under number 34179503

109934_01_Front_Cover - inside_front.indd 2 26-03-15 15:30 CHAIRMAN’S LETTER 03

NOTICE OF ANNUAL GENERAL MEETING 2015

CHAIRMAN’S LETTER

SHAREHOLDER PRESENTATION, LONDON A presentation has been arranged for shareholders at 11:00 (UK time) on Thursday May 21, 2015 – two days after the AGM – at Central Hall Westminster, Storey’s Gate, Westminster, London, SW1H 9NH, United Kingdom. The presentation is not part of the AGM; it is a separate meeting and, while all shareholders are invited to attend, it may be of particular interest to UK resident shareholders who wish to hear about the Company’s progress and ask questions in person. The Chairman will be present, along with Ben van Beurden, Chief Executive Officer and Simon Henry, Chief Financial Officer. Jorma Ollila Chairman Further details can be found on page 15.

Dear Shareholder,

I am pleased to invite you to the Company’s Annual I believe that each of the reappointments proposed AGM WEBCAST General Meeting (AGM) which will be held at the in Resolutions 3 to 13 are in the best interests of Shareholders unable to attend the AGM Circustheater, Circusstraat 4, 2586 CW The Hague, the Company. The biographical details of each in person can watch via our webcast which The Netherlands on Tuesday May 19, 2015. Director are given on pages 6 and 7 and I hope will be broadcast live at 10:00 (Dutch time), you will vote in support of these resolutions. 09:00 (UK time) on the day of the AGM. I will be standing down as a Director of the Shareholders who wish to follow the webcast Company at the close of business of this AGM and QUESTION AND ANSWER SESSION should log on to www.shell.com/agm/ I am delighted that Charles O. Holliday, currently The AGM provides an opportunity for you to ask webcast and follow the online instructions. a Non-executive Director, has agreed to succeed questions about the business set out in this Notice me as Chairman. Chad has a distinguished track and to raise other matters about the business of Further details can be found on page 12. record as an international businessman and his the Company. As Chairman of the AGM, I will appointment has the unanimous support endeavour to ensure that discussions are kept of the Board. relevant and that as many shareholders as possible have the opportunity to speak. BUSINESS OF THE AGM The business to be conducted at the AGM is set VOTING out in this Notice with explanatory notes concerning All resolutions for consideration at the AGM will each of the resolutions. The business is mainly be decided on a poll rather than a show of hands. of a routine nature for a listed company and your This means that a shareholder has one vote for Board recommends that you vote in favour of all the every share held. If you are not able to come to resolutions. This includes a shareholder resolution the AGM in person, I would urge you to vote by requesting additional disclosures to be made by the following the guidance notes on pages 11 to 13. Company in relation to risks associated with climate change, received pursuant to the UK Companies Yours faithfully, Act 2006 (Resolution 21). Jorma Ollila The AGM will be conducted in English although Chairman there will be Dutch translation facilities available. March 17, 2015

DIRECTORS In line with the UK Corporate Governance Code, all Directors will retire at the AGM and, subject to the Articles of Association and their wish to continue as a Director of the Company, seek reappointment by shareholders. As mentioned above, I will be standing down from the Board having served for nine years and will not be seeking reappointment.

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NOTICE OF ANNUAL GENERAL MEETING 2015

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (the “AGM“) of Royal Dutch Shell (ii) to holders of other equity securities, as required plc (the “Company”) will be held at the Circustheater, Circusstraat 4, 2586 CW The Hague, by the rights of those securities or, as the Board The Netherlands at 10:00 (Dutch time) on Tuesday May 19, 2015, for the purposes of otherwise considers necessary, considering the following business: and so that the Board may impose any limits or To consider and, if thought fit, to pass the following RESOLUTION 12 restrictions and make any arrangements which it resolutions, with those numbered 1 to 16 and 19 That Patricia A. Woertz be reappointed considers necessary or appropriate to deal with and 20 being proposed as ordinary resolutions as a Director of the Company. treasury shares, fractional entitlements, record and those numbered 17, 18 and 21 being dates, or legal or practical problems arising in proposed as special resolutions. RESOLUTION 13 any overseas territory, the requirements of any That Gerrit Zalm be reappointed regulatory body or stock exchange or any other For ordinary resolutions to be passed, more than half as a Director of the Company. matter whatsoever; and of the votes cast must be in favour of the resolution, while in the case of special resolutions at least RESOLUTION 14 (B) three-quarters of the votes cast must be in favour. That PricewaterhouseCoopers LLP be reappointed in the case of the authority granted under Resolution as Auditor of the Company to hold office until the 17 and/or in the case of any sale of treasury RESOLUTION 1 conclusion of the next AGM of the Company. shares for cash, to the allotment (otherwise than That the Company’s annual accounts for the financial under paragraph (A) above) of equity securities year ended December 31, 2014, together with the RESOLUTION 15 or sale of treasury shares up to a nominal amount Directors’ report and the Auditor’s report on those That the Board be authorised to determine of €22 million, accounts, be received. the remuneration of the Auditor for 2015. such power to apply until the earlier of the close RESOLUTION 2 RESOLUTION 16 of business on August 19, 2016, and the end of That the Directors’ Remuneration Report, excluding That the Board be generally and unconditionally the next AGM of the Company but, in each case, the Directors’ Remuneration Policy set out on pages authorised, in substitution for all subsisting during this period the Company may make offers 91 to 98 of the Directors’ Remuneration Report, for authorities, to allot shares in the Company, and and enter into agreements which would, or might, the year ended December 31, 2014, be approved. to grant rights to subscribe for or to convert any require equity securities to be allotted (and treasury security into shares in the Company, up to an shares to be sold) after the power ends, and the RESOLUTION 3 aggregate nominal amount of €147 million, and Board may allot equity securities (and sell treasury That Ben van Beurden be reappointed to list such shares or rights on any stock exchange, shares) under any such offer or agreement as if the as a Director of the Company. such authorities to apply until the earlier of the power had not ended. close of business on August 19, 2016, and the RESOLUTION 4 end of the next AGM of the Company (unless RESOLUTION 18 That Guy Elliott be reappointed previously renewed, revoked or varied by the That the Company be authorised for the purposes as a Director of the Company. Company in general meeting) but, in each case, of Section 701 of the Companies Act 2006 to during this period the Company may make offers make one or more market purchases (as defined in RESOLUTION 5 and enter into agreements which would, or might, Section 693(4) of the Companies Act 2006) of its That Euleen Goh be reappointed require shares to be allotted or rights to subscribe ordinary shares of €0.07 each (“ordinary shares”), as a Director of the Company. for or to convert securities into shares to be granted such power to be limited: after the authority ends and the Board may allot RESOLUTION 6 shares or grant rights to subscribe for or to convert (A) That Simon Henry be reappointed securities into shares under any such offer or to a maximum number of 633 million ordinary shares; as a Director of the Company. agreement as if the authority had not ended. (B) RESOLUTION 7 RESOLUTION 17 by the condition that the minimum price which may That Charles O. Holliday be reappointed That if Resolution 16 is passed, the Board be given be paid for an ordinary share is €0.07 and the as a Director of the Company. power to allot equity securities (as defined in the maximum price which may be paid for an ordinary Companies Act 2006) for cash under the authority share is the higher of: RESOLUTION 8 given by that resolution and/or to sell ordinary That Gerard Kleisterlee be reappointed shares held by the Company as treasury shares for (i) an amount equal to 5% above the average as a Director of the Company. cash as if Section 561 of the Companies Act 2006 market value of an ordinary share for the five did not apply to any such allotment or sale, such business days immediately preceding the day RESOLUTION 9 power to be limited: on which that ordinary share is contracted to That Sir Nigel Sheinwald be reappointed be purchased; and as a Director of the Company. (A) to the allotment of equity securities and sale of (ii) the higher of the price of the last independent RESOLUTION 10 treasury shares for cash in connection with an trade and the highest current independent bid That Linda G. Stuntz be reappointed offer of, or invitation to apply for, equity securities: on the trading venues where the purchase is as a Director of the Company. carried out, (i) to ordinary shareholders in proportion (as nearly RESOLUTION 11 as may be practicable) to their existing holdings; in each case, exclusive of expenses; That Hans Wijers be reappointed and as a Director of the Company.

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NOTICE OF ANNUAL GENERAL MEETING 2015

such power to apply until the earlier of the close RESOLUTION 21 Your Directors consider of business on August 19, 2016, and the end of On December 22, 2014, the Company received the next AGM of the Company but in each case notice pursuant to the UK Companies Act 2006 of that Resolutions 1 to 21 so that the Company may enter into a contract the intention to move the following resolution at the are in the best interests to purchase ordinary shares which will or may Company’s 2015 AGM. The resolution has been be completed or executed wholly or partly after requisitioned by a group of shareholders and their of the Company and the power ends and the Company may purchase statement in support of their proposed resolution its shareholders as a ordinary shares pursuant to any such contract is given on page 10. as if the power had not ended. whole and unanimously RESOLUTION 19 recommend that you vote That the Directors be authorised, pursuant to Special resolution – strategic in favour of Resolutions Article 125 of the Company’s Articles of Association, resilience for 2035 and beyond to offer ordinary shareholders (excluding any That in order to address our interest in the 1 to 21. shareholder holding shares as treasury shares) longer term success of the Company, given the right to choose to receive extra shares, credited the recognised risks and opportunities as fully paid-up, instead of some or all of any cash associated with climate change, we as dividend or dividends which may be declared shareholders of the Company direct that or paid at any time after the date of the passing routine annual reporting from 2016 includes of this resolution and up to the date of the further information about: ongoing operational Company’s AGM in 2018. emissions management; asset portfolio resilience to the International Energy Agency’s RESOLUTION 20 (IEA’s) scenarios; low-carbon energy research That, in accordance with Sections 366 and 367 and development (R&D) and investment of the UK Companies Act 2006 and in substitution strategies; relevant strategic key performance for any previous authorities given to the Company indicators (KPIs) and executive incentives; (and its subsidiaries), the Company (and all and public policy positions relating to climate companies that are subsidiaries of the Company change. This additional ongoing annual at any time during the period for which this reporting could build on the disclosures resolution has effect) be authorised to: already made to CDP (formerly the Carbon Disclosure Project) and/or those already made (A) within the Company’s Scenarios, Sustainability make political donations to political organisations Report and Annual Report. other than political parties not exceeding £200,000 in total per annum; and

(B) By order of the Board incur political expenditure not exceeding £200,000 in total per annum. Michiel Brandjes Company Secretary In the period for which this authority has effect, it shall permit donations and expenditure by March 17, 2015 the Company and its subsidiaries to a maximum amount of £1,600,000, but use of the authority shall always be limited as above. This authority shall continue for the period ending on May 18, 2019 or the date of the Company’s AGM in 2019, whichever is the earlier.

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NOTICE OF ANNUAL GENERAL MEETING 2015

DIRECTORS’ BIOGRAPHIES

Ben van Beurden Euleen Goh M Charles O. Holliday C M Chief Executive Officer Non-executive Director Non-executive Director Resolution 3 Resolution 5 Resolution 7

Born April 23, 1958. A Dutch national, Born April 20, 1955. A Singaporean national, Born March 9, 1948. A US national, appointed appointed Chief Executive Officer with appointed a Non-executive Director of the a Non-executive Director of the Company with effect from January 1, 2014. Company with effect from September 1, 2014. effect from September 2010.

He was Downstream Director from January to She is a chartered accountant and also has He was Chief Executive Officer of DuPont from September 2013. Previously he was Executive Vice professional qualifications in banking and taxation. 1998 to 2009, and Chairman from 1999 to President Chemicals from December 2006, when She held various senior management positions with 2009. He joined DuPont in 1970 after receiving he served on the boards of a number of leading Standard Chartered Bank and was Chief Executive a B.S. in industrial engineering from the University industry associations, including the International Officer of Standard Chartered Bank, Singapore of Tennessee and held various manufacturing Council of Chemicals Associations and the from 2001 until 2006. and business assignments, including a six-year, European Chemical Industry Council. Prior to this, Tokyo-based posting as President of DuPont Asia/ he held a number of operational and commercial She has also held non-executive appointments on Pacific. He is Chairman of the National Academy roles in both Upstream and Downstream, including various boards including Aviva plc, MediaCorp of Engineering and is a founding member of the Vice President Manufacturing Excellence. He joined Pte Limited, Singapore Airlines Limited, Singapore International Business Council. He has previously Shell in 1983, after graduating with a Master’s Exchange Limited, Standard Chartered Bank served as Chairman of The Business Council, Degree in Chemical Engineering from Delft Malaysia Berhad and Standard Chartered Catalyst, the Society of Chemical Industry – University of Technology, the Netherlands. Bank Thai pcl. She was previously Chairman American Section and the World Business of International Enterprise Singapore and the Council for Sustainable Development. Accounting Standards Council, Singapore. Guy Elliott C M He is a member of the board of Directors of Bank Non-executive Director She is a Non-executive Director of CapitaLand of America Corporation, having previously served Resolution 4 Limited, DBS Bank Limited, DBS Group Holdings as Chairman from 2010 until September 2014, Limited and SATS Limited, and a Trustee of and is a member of the board of Directors of the Singapore Institute of International Affairs Deere & Company. Born December 26, 1955. A British national, Endowment Fund. She is also Non-executive appointed a Non-executive Director of the Chairman of the Singapore International Foundation Company with effect from September 2010. and a Non-executive Director of Singapore Health Gerard Kleisterlee C M Services Pte Limited, both not-for-profit organisations. Non-executive Director He was Chief Financial Officer of Rio Tinto plc Resolution 8 and Rio Tinto Limited from 2002 to April 2013, and remained Senior Executive Director of these Simon Henry companies until the end of 2013. Prior to joining Chief Financial Officer Born September 28, 1946. A Dutch national, the Rio Tinto Group, he worked in investment Resolution 6 appointed a Non-executive Director of the banking and gained an MBA at INSEAD. From Company with effect from November 2010. 2007 to 2010, he was a Non-executive Director of Cadbury plc, serving as Chairman of its Audit Born July 13, 1961. A British national, appointed He was President/Chief Executive Officer Committee from 2008 to 2009 and as Senior Chief Financial Officer of the Company with effect and Chairman of the Board of Management of Independent Director from 2008 to 2010. from May 2009. Koninklijke Philips N.V. from 2001 to 2011. Having joined Philips in 1974, he held several positions He is a member of the UK Takeover Panel, which He was Chief Financial Officer for Exploration & before being appointed as Chief Executive Officer he joined in 2012, and was appointed Chairman Production from 2004 to 2009, and was Head of Philips’ Components division in 1999 and of the Code Committee of the Panel with effect of Group Investor Relations from 2001 to 2004. Executive Vice-President of Philips in 2000. From from February 2014. He was appointed a Prior to these roles, he held various finance posts 2010 to 2013, he was a member of the board Non-executive Director of SABMiller plc in July including Finance Manager of Marketing in Egypt, of Directors of Dell Inc. and, from 2009 to April 2013 and later that year was appointed Deputy Controller for the Upstream business in Egypt, Oil 2014, he was a member of the Supervisory Board Chairman and Senior Independent Director. Products Finance Adviser for Asia-Pacific, Finance of Daimler AG. Director for the Mekong Cluster, and General Manager Finance for the South East Asian Retail He is Chairman of Vodafone Group plc and a business. He joined Shell in 1982 as an engineer Non-executive Director of IBEX Global Solutions plc. at the Stanlow refinery in the UK and in 1989 qualified as a member of the Chartered Institute of Management Accountants.

He was appointed a Non-executive Director of Lloyds Banking Group plc with effect from June 2014.

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NOTICE OF ANNUAL GENERAL MEETING 2015

Sir Nigel Hans Wijers M Gerrit Zalm M M Sheinwald GCMG M Deputy Chairman and Senior Non-executive Director Non-executive Director Independent Director Resolution 13 Resolution 9 Resolution 11

Born June 26, 1953. A British national, appointed Born January 11, 1951. A Dutch national, Born May 6, 1952. A Dutch national, appointed a Non-executive Director of the Company with appointed a Non-executive Director of the a Non-executive Director of the Company with effect from July 2012. Company with effect from January 2009. effect from January 1, 2013.

He was a senior British diplomat who served He was Chief Executive Officer and Chairman He was an adviser to PricewaterhouseCoopers as British Ambassador to the USA from 2007 to of the Board of Management of Akzo Nobel N.V. during 2007, Chairman of the trustees of the 2012, before retiring from the Diplomatic Service. from 2003 to 2012, having become a Board International Accounting Standards Board from Prior to this, he served as Foreign Policy and member in 2002. From 1999 to 2002, he was a 2007 to 2010, an adviser to Permira from 2007 Defence Adviser to the Prime Minister, and Head Senior Partner at The Boston Consulting Group. He to 2008, and Chief Financial Officer of DSB of the Cabinet Office Defence and Overseas was Dutch Minister for Economic Affairs from 1994 Bank from 2007 to 2008. He was the Minister Secretariat. He served as British Ambassador and to 1998, and was previously Managing Partner of of Finance of the Netherlands twice, from 1994 Permanent Representative to the European Union The Boston Consulting Group. He obtained a PhD to 2002 and from 2003 to 2007. In between, in Brussels from 2000 to 2003. He joined the in economics from Erasmus University Rotterdam he was Chairman of the parliamentary party Diplomatic Service in 1976 and served in Brussels, while teaching there. of the VVD. Prior to 1994, he was head of the Washington, Moscow, and in a wide range of Netherlands Bureau for Economic Policy Analysis, policy roles in London. He is Chairman of the Supervisory Board of a professor at Vrije Universiteit Amsterdam and AFC Ajax N.V. and the Supervisory Board of held various positions at the Ministry of Finance He is a Senior Adviser to the Universal Music Heineken N.V., a member of the Supervisory and at the Ministry of Economic Affairs. He studied Group and a Visiting Professor and Council Board of HAL Holding N.V., a Non-executive General Economics at Vrije Universiteit Amsterdam Member of King’s College, London. In January Director of GlaxoSmithKline plc and a trustee and received an Honorary Doctorate in Economics 2015, he was appointed a Non-executive of various charities. from this university. Director of the Innovia Group. Patricia A. Woertz M He is Chairman of the Managing Board of ABN Non-executive Director AMRO Bank N.V., a position he has held since 2010. Linda G. Stuntz M Resolution 12 Non-executive Director BOARD COMMITTEE MEMBERSHIP Resolution 10 Born March 17, 1953. A US national, appointed Audit Committee a Non-executive Director of the Company with Corporate and Social Responsibility Committee Born September 11, 1954. A US national, effect from June 1, 2014. appointed a Non-executive Director of the Nomination and Succession Committee Company with effect from June 2011. She is Chairman and former Chief Executive Remuneration Committee Officer of Archer Daniels Midland Company in C She is a founding partner of the law firm of the USA, which she joined in 2006. She began Chairman Stuntz, Davis & Staffier, P.C., based in Washington, her career as a certified public accountant with Member M DC. Her law practice includes energy and Ernst & Ernst in Pittsburgh, USA before joining Gulf environmental regulation, as well as matters relating Oil Corporation in 1977 where she held various to government support of technology development positions in refining, marketing, strategic planning and transfer. She chaired the Electricity Advisory and finance. Following the merger of Gulf and Committee to the US Department of Energy from Chevron in 1987, she led international operations 2008 to 2009, and was a member of the Board as President of Chevron Canada and, later, Chevron of Directors of Schlumberger Limited from 1993 to International Oil Company. With the merger of 2010. From 1989 to 1993, she held senior policy Chevron and Texaco in 2001, she was Executive positions at the US Department of Energy, including Vice President responsible for global refining, Deputy Secretary. She played a principal role marketing, lubricant, and supply and trading in the development and enactment of the Energy operations until 2006. Policy Act of 1992. From 1981 to 1987, she was an Associate Minority Counsel and Minority She is a member of the boards of Directors of The Counsel to the Energy and Commerce Committee Procter & Gamble Company, UI LABS and World of the US House of Representatives. Business Chicago. She also leads the US section of the US – Brazil CEO Forum and is a member She is a member of the boards of Directors of of The Business Council. In 2010, the US President Raytheon Company and Edison International. appointed her to The President’s Export Council.

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NOTICE OF ANNUAL GENERAL MEETING 2015

EXPLANATORY NOTES ON RESOLUTIONS

NOTE TO RESOLUTION 1 NOTES TO RESOLUTIONS 14 AND 15 NOTE TO RESOLUTION 17 Annual Report and Accounts Reappointment of Auditor and Disapplication of pre‑emption rights The Board of Directors will present the Company’s determination of Auditor’s remuneration This resolution will be proposed as a special annual accounts for the fi nancial year ended The Company is required to appoint an Auditor for resolution, which requires at least three-quarters December 31, 2014, together with the Directors’ each fi nancial year of the Company, to hold offi ce of the votes cast to be in favour. It would give the report and the Auditor’s report on those accounts. until the conclusion of the next general meeting at Directors the authority to allot ordinary shares (or which accounts are laid before the Company. sell any ordinary shares which the Company elects NOTE TO RESOLUTION 2 to hold in treasury) for cash without fi rst offering Resolution 14 proposes the reappointment of them to existing shareholders in proportion to Consideration and approval of PricewaterhouseCoopers LLP as the Company’s their existing shareholdings. the Directors’ Remuneration Report Auditor and Resolution 15 seeks authority for Resolution 2 is an advisory vote and seeks the Board to determine their remuneration. This authority would be, similar to previous years, approval for the Directors’ Remuneration Report for limited to allotments or sales in connection with the year ended December 31, 2014. The Report NOTE TO RESOLUTION 16 pre-emptive offers to ordinary shareholders and has been prepared and is laid before the meeting offers to holders of other equity securities, if in accordance with the Companies Act 2006. Authority to allot shares required by the rights of those securities or as the This resolution would give the Directors the authority Board otherwise considers necessary, or otherwise Shareholders approved a resolution at the 2014 to allot ordinary shares or grant rights to subscribe up to an aggregate nominal amount of €22 million AGM in relation to the Directors’ Remuneration for or to convert any securities into ordinary shares (representing 314,285,714 ordinary shares of Policy. The Company must seek approval for up to an aggregate nominal amount equal to €0.07 each). This aggregate nominal amount a similar resolution each year unless the policy €147 million (representing 2,100 million ordinary represents, in accordance with institutional is left unchanged, in which case shareholder shares of €0.07 each). This amount represents investor guidelines, approximately 5% of the approval need only be sought every three years. approximately one-third of the issued ordinary share issued ordinary share capital of the Company The approved policy is shown for information capital of the Company as at March 17, 2015, as at March 17, 2015, the latest practicable purposes in the Directors’ Remuneration Report the latest practicable date prior to publication date prior to publication of this Notice. In respect on pages 91 to 98. of this Notice. The Company does not hold any of this aggregate nominal amount, the Directors shares in treasury as at the date of this Notice. confi rm their intention to follow the provisions NOTES TO RESOLUTIONS 3 TO 13 of the Pre-Emption Group’s Statement of Principles This authority complies with the guidelines issued regarding cumulative usage of authorities within a Retirement and reappointment by institutional investors. rolling three-year period without prior consultation of Directors with shareholders. In line with the UK Corporate Governance Code, The Directors’ authority under this resolution will all Directors will retire at the AGM and, subject to expire at the earlier of the close of business on The authority will expire at the earlier of the close the Articles of Association and their wish to continue August 19, 2016, and the end of the AGM of the of business on August 19, 2016, and the end of as a Director of the Company, seek reappointment Company to be held in 2016. The Directors have the AGM of the Company to be held in 2016. by shareholders. The Directors retiring and seeking no present intention to exercise the authority sought The Directors have no immediate plans to make reappointment at this AGM are Ben van Beurden, under this resolution. use of this authority. Guy Elliott, Euleen Goh, Simon Henry, Charles O. Holliday, Gerard Kleisterlee, Sir Nigel Sheinwald, Linda G. Stuntz, Hans Wijers, Patricia A. Woertz The Prelude liqueﬁ ed natural gas production facility, under construction in Geoje, South Korea. and Gerrit Zalm. Their biographical details are Prelude will produce LNG from a gas ﬁ eld off the coast of Australia. given on pages 6 to 7. As previously announced, Jorma Ollila will be standing down as a Director at the close of business of the AGM.

Pursuant to the UK Corporate Governance Code, all Non-executive Directors have received formal performance evaluations and were considered to be effective in their roles and to be committed to making available the appropriate time for Board meetings and other duties.

The Board recommends that you support the reappointment of each of the retiring Directors standing for reappointment at the AGM.

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NOTICE OF ANNUAL GENERAL MEETING 2015

NOTE TO RESOLUTION 18 NOTE TO RESOLUTION 19 in any EU member state. As a result, it is possible that political organisations may include, for Renewal of authority to make market Scrip Dividend Scheme example, bodies concerned with policy review and purchases of ordinary shares Article 125 of the Company’s Articles of law reform, with the representation of the business This resolution will be proposed as a special Association provides that, subject to shareholders community or sections of it or with the representation resolution, which requires at least three-quarters of giving them authority by ordinary resolution, the of other communities or special interest groups the votes cast to be in favour. Authority is sought for Directors can offer shareholders the choice of which it may be in the Company’s interest the Company to purchase up to 10% of its issued receiving some or all of their future cash dividends to support. ordinary shares (excluding any treasury shares), as fully paid-up ordinary shares by way of a renewing the authority granted by the shareholders scrip dividend. Such authority was granted by Section 367 of the UK Companies Act 2006 at previous AGMs. The Board regards the ability to shareholders at the 2010 AGM, and a scrip requires that the authority should specify the maximum repurchase issued shares in suitable circumstances dividend scheme operated from the third quarter amount that the Company and its subsidiaries can as an important part of the financial management 2010 interim dividend until its cancellation in 2014. spend on each category of political donations or of the Company. expenditure during the four-year period. To ensure The authority granted at the 2010 AGM was for sufficient flexibility, the resolution provides that this The Directors confirm that they will exercise the a five-year period and the purpose of this resolution maximum amount is £1,600,000 for the Company ongoing buy-back authority only when, in the is to renew it and permit the Board to reintroduce and its subsidiaries, in respect of each category, light of prevailing market conditions, they consider and operate a scrip dividend scheme in relation over the whole period of the authority until its that such purchases would result in an increase to future dividends. The authority, if given, will be expiration in 2019. As stated in the resolution, in earnings per share and would be in the best for a reduced period of three years from the date the amount of expenditure by both the Company interests of the shareholders generally. The Board of the AGM in order to comply with revised and its subsidiaries under the authority shall is making no recommendation as to whether institutional investor guidelines. not exceed £400,000 in total in any year. shareholders should sell their ordinary shares in the Company. The Company purchased 68.0 million NOTE TO RESOLUTION 20 NOTE TO RESOLUTION 21 ordinary shares in the period from the last AGM to March 17, 2015, under the existing authority. Authority for certain donations Shareholder resolution and expenditure This resolution will be proposed as a special Ordinary shares purchased by the Company This ordinary resolution seeks authority resolution, which requires at least three-quarters pursuant to this authority will either be cancelled from shareholders to enable the Company of the votes cast to be in favour and has been or held in treasury. Treasury shares are shares in the (and its subsidiaries) to: requisitioned by a group of shareholders, who Company which are owned by the Company itself. have also requested that the Company circulates The Company currently has no ordinary shares ■■ make political donations to political organisations the statement set out on page 10. The resolution in treasury. other than political parties up to an aggregate requests additional disclosures to be made by of £200,000 per annum; and the Company in relation to risks associated with The minimum price, exclusive of expenses, which climate change. The Company has a commitment may be paid for an ordinary share is €0.07. The ■■ incur political expenditure up to an aggregate to transparency and provided further disclosures maximum price, exclusive of expenses, which may of £200,000 per annum, around a number of themes mentioned in a be paid for an ordinary share is the higher of: (i) letter dated May 16, 2014 [A], made available an amount equal to 5% above the average market in the European Union (“EU”) which it would to shareholders via the Company’s website. value for an ordinary share for the five business otherwise be prohibited from making or incurring The Company will provide additional reporting days immediately preceding the date of the because of the Companies Act 2006. The in relation to risks associated with climate change purchase; and (ii) the higher of the price of the Directors are seeking such authority for a four-year in 2015, in advance of full reporting in response last independent trade and the highest current period ending on May 18, 2019, or the date of the to this resolution in 2016, in the most appropriately independent bid on the trading venues where Company’s AGM in 2019, whichever is the earlier. annually updated report or website location. the purchase is carried out. As such, the Board considers that the resolution The Company has no intention of changing its is in the best interests of the Company and The Company has no warrants in issue in relation current practice of not making political donations its shareholders as a whole and unanimously to its shares and no options to subscribe for its or incurring political expenditure within the ordinary recommends that you vote in favour of shares outstanding. meaning of those words and will not do so without the resolution. the specific endorsement of shareholders. However, The authority will expire at the earlier of the close the Companies Act 2006 defines “political [A] www.shell.com/global/aboutshell/investor/environmental- social-and-governance/environmental-and-social/sri-presentations. of business on August 19, 2016, and the end of organisations” widely to include, among other html. the AGM of the Company to be held in 2016. things, organisations which carry on or propose to carry on activities that are capable of being reasonably regarded as intended to affect public support for a political party or an independent election candidate in any EU member state or to influence voters in relation to any referendum

109934_03_Biographies - share_notes.indd 9 27-03-15 15:12 10 SHAREHOLDER RESOLUTION

NOTICE OF ANNUAL GENERAL MEETING 2015

SHAREHOLDER RESOLUTION – SUPPORTING STATEMENT

Resolution 21 is a special resolution and has been required to circulate that statement to you, however requisitioned by a group of shareholders, who have neither your Board nor the Company is responsible also requested that the Company circulates the for its contents or for any inaccurate or misleading statement set out below. The Company is legally statements contained in it.

Supporting statement It is our intention that this is a supportive but Thanks to Mercer2 and Carbon Tracker’s3 3. Low carbon energy R&D stretching shareholder resolution. It has been research, horizon-scanning investors are aware and investment strategies prepared by the “Aiming for A” coalition of of the portfolio risks of public policy uncertainty Shell is building its biofuel capacity through UK asset owners and mutual fund managers and potential asset stranding. Major technology a joint venture with Brazilian firm Cosan5 and for a larger co-filing group. transitions are rarely smooth, and draconian has a flagship carbon capture and storage (CCS) policy action that has to be introduced quickly project in Canada6. Investors are interested in The “Aiming for A” coalition includes the £150bn after prolonged delay increases risks to investors. Shell’s post 2015 plans for low carbon energy, Local Authority Pension Fund Forum and the largest The resolution covers five related areas: from R&D through to investments that could members of the £15bn Church Investors Group. achieve commercial scale. The coalition was convened by CCLA Investment 1. Ongoing operational Management in 2011/12. The group is emissions management 4. Strategic KPIs and undertaking in depth engagement with the In 2014 Royal Dutch Shell (Shell) achieved a executive incentives ten largest UK-listed extractives and utilities “B” carbon performance band (on an A-E scale) Shell’s new CEO has emphasised the importance companies, with a particular focus on the through CDP. Within the performance banding of capital discipline7. Transitions that span companies’ CDP performance bands1. methodology considerable weight is given to decades are complex to manage and often operational emissions management, alongside require lead indicators and incentives. Bearing There are several reasons why UK asset owners strategic and governance issues like those below. in mind existing arrangements regarding the and mutuals have come together under the The “Aiming for A” coalition and other investors inclusion of sustainability factors in the annual “Aiming for A” initiative to support extractives are interested in how the company is maintaining bonus, investors are interested in Shell’s evolving and utilities companies in their preparations for the progress towards reaching an “A”. For further approach to KPIs and executive incentives, in the low-carbon transition. These range from systemic details see https://www.cdp.net/en-US/ context of the transition to a low carbon economy, risk management and our collective fiduciary duty Programmes/Pages/CDP-Investors.aspx including the role played by the reserves to engage in economic transformation, through replacement ratio (RRR). to amplifying longer-term investor voices and 2. Asset portfolio resilience involving ultimate beneficiaries. to post‑2035 scenarios 5. Public policy interventions Shell has a diverse portfolio of assets (operational Shell is a member of the Prince of Wales We believe that supportive but stretching and in reserve). The role of gas as a transitional Corporate Leaders Group and has signed shareholder resolutions can play a positive fuel is increasingly well reflected in this portfolio. their Climate Change statements, including stewardship role in the UK. They could amplify We ask that an assessment of the portfolio’s the recent Trillion Tonne Communiqué8. Investors the need to balance the short- and longer-term resilience against the range of IEA4 and any are interested in Shell’s public policy programme, aspects of shareholder value creation. other relevant post-2035 scenarios be outlined including positions on key policy measures, to investors in routine reporting from 2016. especially for the critical 2015 to 2020 policy The wider co-filing group includes asset owners Investors are also interested in the role exploration, making period. and some of their fund managers, from both disposals and cash distributions to investors will the UK and overseas. The asset owners span play in the nearer term. Finally, we’d also like to highlight the global investor charitable foundations, Church investors pension coalition on climate change’s document outlining funds and individuals (including clients of Rathbone their expectations for oil & gas majors, which is Greenbank Investments). All the co-filers have available from: http://globalinvestorcoalition.org/. been ably assisted by Client Earth and Share This builds on their carbon asset risk Action as part of their ongoing programme work. (CAR) initiative9.

1 https://www.cdp.net/en-US/Pages/disclosure-analytics.aspx 2 http://www.uk.mercer.com/newsroom/climate_change_scenarios.html 3 http://www.carbontracker.org/our-work 4 http://www.worldenergyoutlook.org/weomodel/ (the WEO-2014 uses a scenario approach to examine future energy trends and has been extended to 2040 for the first time. It presents three scenarios: the New Policies Scenario, the Current Policies Scenario, and the 450 Scenario) 5 http://www.shell.com/global/environment-society/environment/climate-change/biofuels-alternative-energies-transport/biofuels.html 6 http://www.shell.ca/en/aboutshell/our-business-tpkg/upstream/oil-sands/quest.html 7 http://www.shell.com/global/aboutshell/investor/news-and-library/2014/2014-results-announcement-media-release1.html 8 http://www.cisl.cam.ac.uk/Business-Platforms/The-Prince-of-Wales-Corporate-Leaders-Group/Communiques.aspx 9 http://www.ceres.org/press/press-releases/investors-ask-fossil-fuel-companies-to-assess-how-business-plans-fare-in-low-carbon-future

109934_03_Biographies - share_notes.indd 10 26-03-15 15:37 SHAREHOLDER NOTES 11

NOTICE OF ANNUAL GENERAL MEETING 2015

SHAREHOLDER NOTES THIS SECTION CONTAINS INFORMATION RELATING TO THE FOLLOWING:

1. Attendance and appointment of a proxy ■■ If a shareholder wishes to appoint multiple 2. Corporate representatives proxies, he or she should contact the Registrar on 0800 169 1679 (UK) or +44 (0) 121 415 3. AGM webcast 7073 to obtain an additional Proxy Form or, in 4. Electronic proxy appointment the case of a participant in the Royal Dutch Shell 5. CREST electronic proxy appointment Corporate Nominee, a Voting Instruction Form. 6. Audit concerns Alternatively, the shareholder may photocopy his or her Proxy Form or Voting Instruction Form. 7. Shareholders’ right to ask questions It will be necessary for the shareholder to 8. Shareholders’ rights under Sections 338 and 338A of the Companies Act 2006 indicate on each separate Proxy Form, or Voting 9. Electronic publication Instruction Form, the number of shares in relation to which each proxy is authorised to act. If a 10. Electronic addresses shareholder appoints more than one proxy, he 11. Shares and voting rights or she must ensure that no more than one proxy 12. Documents available for inspection is appointed in relation to any share.

■■ If a shareholder does not specify how he or 1. ATTENDANCE AND Shareholders with registered shares she wants the proxy to vote on the particular APPOINTMENT OF A PROXY in their own name or holding their resolutions, the proxy may vote or abstain as he If you wish to attend the AGM or appoint a proxy shares through the Royal Dutch Shell or she sees fit. A proxy may also vote or abstain to attend, speak and vote on your behalf, please Corporate Nominee as he or she sees fit on any other business which see the relevant section below depending on the ■■ Registered holders of shares or shareholders properly comes before the AGM. way you hold your shares. who hold their shares in the Royal Dutch Shell Corporate Nominee, or their duly appointed ■■ If shares are held through the Royal Dutch Shell There are several ways in which Royal Dutch Shell representatives, are entitled to attend, speak Corporate Nominee and no voting instructions plc ordinary shares or an interest in those shares and vote at the AGM. are received or specified, the Corporate can be held. These include: Nominee will not cast the votes attached ■■ Entitlement to attend and vote at the AGM will to such shares. ■■ directly as registered shares in certificated or be determined by reference to the Company’s uncertificated form in a shareholder’s own name; Register of Members. In order to attend and vote ■■ If two or more shareholders jointly hold shares at the AGM, a person must be entered on the in the Company, each shareholder may attend, ■■ through the Royal Dutch Shell Corporate Nominee; Register of Members or the register of the Royal speak and vote at the AGM, appoint a proxy Dutch Shell Corporate Nominee no later than or give voting instructions. However, if more than ■■ indirectly through Euroclear Nederland 19:00 (Dutch time), 18:00 (UK time) on Friday one joint holder votes, appoints a proxy or gives (via banks or brokers); or May 15, 2015. A shareholder’s voting entitlement voting instructions, the only vote, appointment will depend on the number of shares held at that or voting instruction which will count is the vote, ■■ as a direct or indirect holder of either A or time. If the AGM is adjourned, such entitlement appointment or voting instruction of the joint B American Depositary Shares (ADSs) with the is determined by reference to the Register of holder whose name is listed first on the register. Depositary (The Bank of New York Mellon). Members or the register of the Royal Dutch Shell Corporate Nominee at 19:00 (Dutch time), Shareholders holding their shares Any person to whom this Notice is sent who is a 18:00 (UK time), two working days before through Euroclear Nederland person that has been nominated under Section 146 the date of the adjourned AGM. (via banks or brokers) of the Companies Act 2006 to enjoy information Shareholders holding their shares through Euroclear rights (“nominated persons”) does not have a right ■■ A shareholder is entitled to appoint a proxy to Nederland B.V. (“Euroclear”) via banks and brokers to appoint a proxy. However, a nominated person exercise all or any of their rights to attend and are not included in the Company’s Register of may, under an agreement with the registered to speak and vote on their behalf at the AGM. Members – such shares are included in the Register shareholder by whom he or she was nominated, A shareholder may appoint more than one proxy of Members under the name of Euroclear. have a right to be appointed (or to have someone in relation to the AGM, provided each proxy else appointed) as a proxy for the AGM. Alternatively, is appointed to exercise the rights attached to a If shareholders who hold their shares through if a nominated person does not have such a right, different share or shares held by that shareholder. Euroclear wish to: (i) attend the AGM; or (ii) appoint or does not wish to exercise it, he or she may A proxy need not also be a shareholder. Proxy a proxy to attend, speak and vote on their behalf; have a right under any such agreement to give Forms and Voting Instruction Forms must reach the or (iii) give voting instructions without attending instructions to the registered shareholder as to Company’s Registrar no later than 18:00 (Dutch the AGM, they must instruct Euroclear accordingly. the exercise of voting rights. time), 17:00 (UK time) on Friday May 15, 2015. To do this, shareholders are advised to contact It is also possible to vote or register a proxy their bank or broker as soon as possible and appointment electronically as explained below. advise them which of the three options they Shareholders who have completed a Proxy prefer. Alternatively, shareholders can choose such Form or Voting Instruction Form may still attend options electronically by accessing the website the AGM and vote in person should they wish www. abnamro.com/evoting and following the to do so, but they are requested to bring the online instructions. In all cases the validity of the Admittance Card with them to the AGM. instruction will be conditional upon ownership of the shares at no later than 18:00 (Dutch time),

109934_03_Biographies - share_notes.indd 11 26-03-15 15:37 12 SHAREHOLDER NOTES

NOTICE OF ANNUAL GENERAL MEETING 2015

SHAREHOLDER NOTES CONTINUED

17:00 (UK time) on Friday May 15, 2015. Any 3. AGM WEBCAST ■■ This method of registering proxies is an instruction, whether by hard copy or by electronic If you are unable to come to the AGM you can alternative to the traditional hard copy means, must be received by this time. watch via the webcast which will be broadcast appointment of proxies, which will continue live at 10:00 (Dutch time), 09:00 (UK time) on unaltered. The electronic facility is available Shareholders holding their shares through Euroclear the day of the AGM. Shareholders who wish to to all shareholders and those who use it will and who indicate they wish to attend the AGM will follow the AGM via the webcast should log on not be disadvantaged. not receive an Admittance Card. They will therefore to www. shell. com/agm/webcast and follow the be asked to identify themselves at the AGM using online instructions. The webcast is not interactive ■■ This facility provides for the electronic a valid passport, identity card or driving licence. and it is not possible to vote or ask appointment of a proxy and not direct electronic questions remotely. voting. Accordingly, the person appointed as Holders of American Depositary proxy will have to attend the AGM in person Shares (ADSs) The webcast may include the question and answer and vote on behalf of the shareholder. Registered ADS holders who wish to attend the sessions with shareholders present at the AGM, AGM or wish to have their votes cast on their as well as background shots of those present ■■ No special software is required in addition behalf should indicate accordingly on their Voting in the auditorium. We have also arranged for to internet access. Instruction Form and return it to the Depositary, photographs to be taken throughout the premises The Bank of New York Mellon. Those who hold for the duration of the event to be kept in the ■■ To register on the website www.sharevote.co.uk their ADSs benefi cially through a bank or broker Company’s photo library. These photographs it will be necessary to quote the reference and wish to attend the AGM or have their votes may be used in future publications online or in numbers which are set out on the top of your cast on their behalf should contact their bank or print. If you attend the AGM in person, you may Proxy Form or Voting Instruction Form. These broker as soon as possible. The Depositary, The be included in photographs or in the webcast. numbers are unique to the particular holding Bank of New York Mellon, can be contacted on Please note that the photographs and broadcast and the 2015 AGM and contain special security telephone number +1 888 737 2377 (from within footage may be transferred outside the European aspects to prevent fraudulent replication. the USA) or +1 201 680 6825 (from outside Economic Area. the USA). Holders of ADSs wishing to attend the ■■ In the interests of security, the reference numbers AGM will not receive an Admittance Card and 4. ELECTRONIC PROXY will not be reissued, so if you consider that you will therefore be asked to identify themselves at APPOINTMENT might want to register your proxy appointment the AGM using a valid passport, identity card Registered shareholders and those who hold their or your voting instructions electronically after or driving licence. shares through the Royal Dutch Shell Corporate submitting the paper form, please retain a note of Nominee who prefer to register a proxy appointment the Voting ID, Task ID and Shareholder Reference 2. CORPORATE REPRESENTATIVES with the Registrar via the internet instead of by Number before dispatching the paper form. Any corporation which is a member can appoint hard copy (sent by post or by hand) may do so one or more corporate representatives who may by accessing the website www. sharevote.co.uk. ■■ An electronic appointment of a proxy or exercise on its behalf all of its powers as a member Details of how to register an electronic proxy registration of voting instructions will not be valid provided that they do not do so in relation to the appointment and voting instructions are set out if sent to any address other than submission via same shares. on the website, but please note the following: www.sharevote.co.uk and will not be accepted if found to contain a virus.

A technician at a Shell laboratory in Sarawak, Malaysia, which specialises in testing samples ■■ The fi nal time for receipt of proxies is 18:00 from offshore ﬁ elds. (Dutch time), 17:00 (UK time) on Friday May 15, 2015. You may change your appointment or voting instructions by submitting a new form in either hard copy or electronic form; however, the new form must be received by the Registrar by this fi nal time. If two valid Proxy Forms or Voting Instruction Forms are received from the same shareholder before the relevant closing time, the one last received will be counted.

109934_03_Biographies - share_notes.indd 12 26-03-15 15:37 SHAREHOLDER NOTES 13

NOTICE OF ANNUAL GENERAL MEETING 2015

5. CREST ELECTRONIC 6. AUDIT CONCERNS vexatious. Such a request may be in hard copy PROXY APPOINTMENT Under Section 527 of the Companies Act 2006 form or in electronic form, must identify the CREST members who wish to appoint a proxy shareholders meeting the threshold requirements resolution of which notice is to be given or the through the CREST electronic proxy appointment set out in that section have the right to require the matter to be included in the business, must be service may do so for the AGM and any Company to publish on a website a statement authenticated by the person or persons making it, adjournment(s) thereof by using the procedures setting out any matter relating to: (i) the audit of the must be received by the Company no later than described in the CREST Manual. CREST personal Company’s accounts (including the Auditor’s report Monday April 6, 2015, being the date six clear members or other CREST sponsored members, and and the conduct of the audit) that are to be laid weeks before the AGM, and (in the case of a those CREST members who have appointed voting before the AGM; or (ii) any circumstance connected matter to be included in the business only) must service provider(s), should refer to their CREST with an auditor of the Company ceasing to hold be accompanied by a statement setting out the sponsor or voting service provider(s), who will be office since the previous meeting at which annual grounds for the request. able to take the appropriate action on their behalf. accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. 9. ELECTRONIC PUBLICATION In order for a proxy appointment or instruction made The Company may not require the shareholders A copy of this Notice, and other information using the CREST service to be valid, the appropriate requesting any such website publication to pay its required by Section 311A of the Companies Act CREST message (a “CREST Proxy Instruction”) expenses in complying with Sections 527 or 528 2006, can be found at www.shell.com/agm. must be properly authenticated in accordance of the Companies Act 2006. Where the Company with Euroclear UK & Ireland Limited’s specifications is required to place a statement on a website under 10. ELECTRONIC ADDRESSES and must contain the information required for such Section 527 of the Companies Act 2006, it must Shareholders may not use any electronic address in instructions, as described in the CREST Manual forward the statement to the Company’s auditor this Notice or any related documents (including the (available via www.euroclear.com/CREST). The no later than the time when it makes the statement Chairman’s Letter or Proxy Forms) to communicate message, regardless of whether it constitutes the available on the website. The business which may with the Company about proceedings at the 2015 appointment of a proxy or an amendment to the be dealt with at the AGM includes any statement AGM or the contents of this Notice other than for instruction given to a previously appointed proxy that the Company has been required under Section expressly stated purposes. must, in order to be valid, be transmitted so as to 527 of the Companies Act 2006 to publish on be received by the Registrar (ID RA 19) by the latest a website. 11. SHARES AND VOTING RIGHTS time(s) for receipt of proxy appointments specified The total number of Royal Dutch Shell plc ordinary in this Notice. For this purpose, the time of receipt 7. SHAREHOLDERS’ RIGHT TO ASK shares in issue as at March 17, 2015, is will be taken to be the time (as determined by the QUESTIONS 3,894,584,881 A shares and 2,440,410,614 timestamp applied to the message by the CREST Any shareholder attending the AGM has the right B shares, and 50,000 sterling deferred shares. Applications Host) from which the Registrar is able to ask questions. The Company must cause to be The A shares and the B shares carry one vote to retrieve the message by enquiry to CREST in the answered any such question relating to the business each but the sterling deferred shares have no voting manner prescribed by CREST. After this time any being dealt with at the AGM but no such answer rights. The Company holds no shares in treasury. change of instructions to proxies appointed through need be given if: (i) to do so would interfere unduly CREST should be communicated to the appointee with the preparation for the AGM or involve the 12. DOCUMENTS AVAILABLE FOR through other means. disclosure of confidential information; (ii) the answer INSPECTION has already been given on a website in the form The following documents, which are available CREST members and, where applicable, their of an answer to a question; or (iii) it is undesirable for inspection during normal business hours at the CREST sponsors or voting service providers, should in the interests of the Company or the good order registered office of the Company on any weekday note that Euroclear UK & Ireland Limited does not of the AGM that the question be answered. (public holidays excluded), will also be available make available special procedures in CREST for See also “How to ask a question” on page 14. for inspection at the AGM from 09:45 (Dutch time) any particular messages. Normal system timings on the day of the AGM until the conclusion of and limitations will therefore apply in relation 8. SHAREHOLDERS’ RIGHTS UNDER the AGM: to the input of CREST Proxy Instructions. It is the SECTIONS 338 AND 338A OF THE responsibility of the CREST member concerned to COMPANIES ACT 2006 ■■ a copy of each Executive Director’s take (or, if the CREST member is a CREST personal Under Section 338 and Section 338A of the contract of service; and member or sponsored member or has appointed Companies Act 2006, shareholders meeting a voting service provider(s), to procure that his the threshold requirements in those sections have ■■ a copy of each Non-executive Director’s CREST sponsor or voting service provider(s) take(s)) the right to require the Company: (i) to give to letter of appointment. such action as shall be necessary to ensure that shareholders of the Company entitled to receive a message is transmitted by means of the CREST Notice, notice of a resolution which may properly system by any particular time. In this regard, CREST be moved and is intended to be moved at the members and, where applicable, their CREST AGM; and/or (ii) to include in the business to sponsors or voting service providers, are referred be dealt with at the AGM any matter (other than in particular to those sections of the CREST Manual a proposed resolution) which may be properly concerning practical limitations of the CREST system included in the business. A resolution may properly and timings. be moved or a matter may properly be included in the business unless (a) (in the case of a resolution The Company may treat as invalid a CREST only) it would, if passed, be ineffective (whether Proxy Instruction in the circumstances set out in by reason of inconsistency with any enactment or Regulation 35(5)(a) of the Uncertificated Securities the company’s constitution or otherwise), (b) it is Regulations 2001. defamatory of any person, or (c) it is frivolous or

109934_03_Biographies - share_notes.indd 13 26-03-15 15:37 14 ATTENDANCE ARRANGEMENTS

NOTICE OF ANNUAL GENERAL MEETING 2015

ATTENDANCE ARRANGEMENTS

LOCATION, DATE AND TIME AIRPORT CONNECTIONS The AGM will be held at Circustheater, Circusstraat Rotterdam The Hague Airport 4, 2586 CW The Hague, The Netherlands on (www.rotterdamthehagueairport.nl) Tuesday May 19, 2015 at 10:00 (Dutch time). is the nearest international airport to The Hague, Registration is open from 08:30 (Dutch time). however, many travellers prefer to use Amsterdam Schiphol Airport (www.schiphol.nl) as it offers better HOW TO ASK A QUESTION public transport links. There will be dedicated question points located in the main auditorium. Ushers will be available to PARKING direct you to the question points and it is suggested The car park is located at Nieuwe Parklaan. that you sit in these areas should you wish to raise a question. SHAREHOLDERS WITH SPECIAL NEEDS VOTING There will be an induction loop system for those All resolutions for consideration at the AGM will with hearing difficulties. Persons in wheelchairs be decided by way of a poll rather than a show should contact a member of staff on arrival. of hands. This means that a shareholder has one Anyone accompanying a person in need vote for every share held. It reflects the Company’s of assistance will be admitted to the AGM. established practice and ensures that shareholders, including shareholders who are not able to come SECURITY to the AGM in person, have their votes taken into There will be a security check in the reception account. Poll cards will be distributed at the AGM area at the venue, and a routine bag search will be for the purposes of voting. undertaken for those persons wishing to take bags into the AGM. The use of electrical equipment and REFRESHMENTS cameras will not be permitted during the AGM. Tea and coffee will be served before the AGM and a light lunch will be available afterwards.

HOW TO GET THERE The nearest tram stop (called “Circustheater”) is opposite the venue. If travelling from either Den Haag Hollands Spoor (HS) or The Hague Centraal (CS) train stations, take tram 9.

Circustheater.

ZWO LSEST RAAT

G E W D N A R T S SEA LIFE SCHEVENINGEN

HOLLAND CASINO SCHEVENINGEN EG KW HOE STEN HAR G E T N AA T STR S HE E SSC S O T B R A A CIRCUSTHEATER P T

G MAIN ENTRANCE B E A D W H T U O T IS O A W AT A RA N R E ST Y T G IN E S N TEV D D IE S S U R A W E A E V R D PA E N ’A RK G E U LA G M A O E N R O IE H S T K R M IR A E D A S T S S T R A A T

109934_04_Appendix - Attendance.indd 14 26-03-15 15:37 SHAREHOLDER PRESENTATION 15

NOTICE OF ANNUAL GENERAL MEETING 2015

SHAREHOLDER PRESENTATION, LONDON

Dear Shareholder, LOCATION, DATE AND TIME The presentation will be held at Central Hall I would like to invite you to a presentation which will be held in London on Thursday May 21, 2015, Westminster, Storey’s Gate, Westminster, London, (two days after the Company’s Annual General Meeting). The presentation will be chaired by my SW1H 9NH, United Kingdom on Thursday May successor, Charles O. Holliday [A], and he will be joined by Ben van Beurden, Chief Executive Officer 21, 2015 at 11:00 (UK time). It is scheduled to last and Simon Henry, Chief Financial Officer. The Company Secretary of Royal Dutch Shell plc and the for approximately two hours. Registration is open Chairman of Shell UK Limited will also be present. from 09:30 (UK time).

While all shareholders are invited to attend, the presentation may be of particular interest to UK resident ADMISSION shareholders who wish to hear about the Company’s progress and have the opportunity to ask questions If you wish to attend the presentation, please take in person. your Shareholder Presentation Admittance Card with you which is attached to your AGM Proxy Yours faithfully, Form or Voting Instruction Form. If you do not have an AGM Proxy Form or Voting Instruction Form, Jorma Ollila please contact the Company’s Registrar, Equiniti on Chairman 0800 169 1679 (UK) or +44 (0)121 415 7073. Royal Dutch Shell plc REGISTRAR This presentation is not part of the 2015 Annual General Meeting (AGM) of Royal Dutch Shell plc. The Company’s Registrar, Equiniti, will be present to answer any questions or deal with any share [A] Subject to his reappointment as a Director of the Company at the 2015 AGM, Charles O. Holliday will succeed Jorma Ollila registration matters. as Chairman with effect from the conclusion of the AGM. REFRESHMENTS Tea and coffee will be served before the presentation and a light lunch will be available afterwards.

Central Hall Westminster. HOW TO GET THERE Central Hall Westminster is located approximately ST JAMES’S PARK three minutes walk from Westminster (Jubilee/District 314 WESTMINSTER ALK A2 AGE W and Circle lines) and St James’s Park (District and

BIRDC L

I T

T WESTM

S INSTER BR

T L IDGE Circle lines) Underground stations.

S E T

N S A E N C UE T

OLD Q

S U BIG BEN T

A WATERLOO O

R R

Y Approx 1 mile Photo caption R G

A PARKING E Y ’ R

S E

T There is a car park located in Medway Street just

CENTRAL HALL G

A T

WESTMINSTER T HOUSES OF PARLIAMENT

E a few minutes from the venue. TOTHILL ST FRANCE TTY PE ST JAMES’S PARK MAIN ENTRANCE SHAREHOLDERS WITH SPECIAL

WESTMINSTER ABBE G Y

A R

B NEEDS E

I A N

T G

There will be an induction loop system for those

S D M T O

S I IA T N with hearing difficulties and a sign language

R H O S

T IC S T V interpreter will also be available during the T 2 0 3 A presentation. Persons in wheelchairs should

C contact a member of staff on arrival. Anyone K

I N ST OLD PYE G accompanying a person in need of assistance

M will be admitted to the presentation.

T T REE

ST E GREAT PETE R

SECURITY

M There will be a security check in the reception O N

C area at the venue, and a routine bag search will K

G S be undertaken for those persons wishing to take R T E R

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C E bags into the presentation. The use of electrical

O T

P A T MEDW equipment and cameras will not be permitted S AY STREET T during the presentation.

109934_05_Inside_back - back_cover.indd 15 26-03-15 15:38 All our reports are available Download our apps at Check our latest news at http://reports.shell.com www.shell.com/mobile_and_apps

■■ Comprehensive financial information ■■ Company news ■■ Follow @Shell on Twitter on our activities throughout 2014 ■■ Interactive stories about innovation ■■ www.facebook.com/shell ■■ Detailed operational information ■■ Service-station locations including maps ■■ Report on our progress in contributing to sustainable development

109934_05_Inside_back - back_cover.indd 16 26-03-15 15:38